Common use of No Payment When Senior Debt in Default; Payment Over of Proceeds Upon Dissolution, Etc Clause in Contracts

No Payment When Senior Debt in Default; Payment Over of Proceeds Upon Dissolution, Etc. If the Corporation or the Guarantor shall default in the payment of any principal of (or premium, if any) or interest on any of its respective Senior Debt when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise (whether or not acceleration is declared), or if any judicial proceeding with respect to any such payment default is continuing, then unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of (or premium, if any) or interest (including any Additional Interest) on any of the Securities or the Guarantees, respectively, or in respect of any redemption, repayment, retirement, purchase or other acquisition of any of the Securities. In the event of (a) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceedings relating to either of the Corporation or the Guarantor, its creditors or its property, (b) any proceeding for the liquidation, dissolution or other winding up of the Corporation or the Guarantor, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by the Corporation or the Guarantor for the benefit of creditors or (d) any other marshalling of the assets of the Corporation or the Guarantor (each such event, if any, herein sometimes referred to as a "Proceeding"), all Senior Debt of the Corporation or the Guarantor, as the case may be (including any interest thereon accruing after the commencement of any such proceedings), shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any Holder of any of the Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Corporation or the Guarantor or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities and the Guarantees, as the case may be, to the payment of all Senior Debt of the Corporation or the Guarantor, respectively, at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Securities or the Guarantees thereon, as the case may be, shall be paid or delivered directly to the holders of Senior Debt of the Corporation or the Guarantor, respectively, in accordance with the priorities then existing among such holders until all such Senior Debt (including any interest thereon accruing after the commencement of any Proceeding) shall have been paid in full. In the event of any Proceeding, after payment in full of all sums owing with respect to the Corporation's or the Guarantor's Senior Debt, as the case may be, the Holders of Securities, together with the holders of any obligations of the Corporation or the Guarantor, as the case may be, ranking on a parity with the Securities or the Guarantees, respectively (which for this purpose only shall include the Allocable Amounts of Senior Subordinated Indebtedness), shall be entitled to be paid from the remaining assets of the Corporation or the Guarantor, as the case may be, the amounts at the time due and owing on account of unpaid principal of (and premium, if any) and interest on the Securities or the Guarantees, as the case may be, and such other obligations before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Corporation or the Guarantor, respectively, ranking junior to the Securities or the Guarantees, as the case may be, and such other obligations. If, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of the Corporation or the Guarantor or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities and the Guarantees, as the case may be, to the payment of all Senior Debt of the Corporation or the Guarantor, respectively, at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), shall be received by the Trustee or any Holder in contravention of any of the terms hereof and before all Senior Debt of the Corporation or the Guarantor, as the case may be, shall have been paid in full, such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Debt of the Corporation or the Guarantor, as the case may be, at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Debt of the Corporation or the Guarantor, as the case may be, remaining unpaid, to the extent necessary to pay all such Senior Debt of the Corporation or the Guarantor, as the case may be, in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, distribution or security, each holder of Senior Debt of the Corporation or the Guarantor, as the case may be, is hereby irrevocably authorized to endorse or assign the same. The Trustee and the Holders shall take such action (including, without limitation, the delivery of this Indenture to an agent for the holders of Senior Debt of the Corporation or the Guarantor, as the case may be, or consent to the filing of a financing statement with respect hereto) as may, in the opinion of counsel designated by the holders of a majority in principal amount of the Senior Debt of the Corporation or the Guarantor, as the case may be, at the time outstanding, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions. The provisions of this Section 12.2 shall not impair any rights, interests, remedies or powers of any secured creditor of the Corporation or the Guarantor in respect of any security interest the creation of which is not prohibited by the provisions of this Indenture. The securing of any obligations of the Corporation or the Guarantor, as the case may be, otherwise ranking on a parity with the Securities or Guarantees, respectively, or ranking junior to the Securities or Guarantees, respectively, shall not be deemed to prevent such obligations from constituting, respectively, obligations ranking on a parity with the Securities or Guarantees, as the case may be, or ranking junior to the Securities or the Guarantees, as the case may be.

No Payment When Senior Debt in Default; Payment Over of Proceeds Upon Dissolution, Etc. If (a) In the Corporation or event and during the Guarantor shall continuation of any default by the Company in the payment of any principal of (or premium, if any) any premium or interest on any of its respective Senior Debt (following any grace period, if applicable) when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise (whether otherwise, then, upon written notice of such default to the Company by the holders of such Senior Debt or not acceleration is declared)any trustee therefor, or if any judicial proceeding with respect to any such payment default is continuing, then unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of (or premium, if any) any premium or interest (including any Additional Interest) on any of the Securities or the Guarantees, respectivelySecurities, or in respect of any redemption, repayment, retirement, purchase or other acquisition of any of the Securities. (b) In the event of (a) any insolvency, a bankruptcy, receivership, liquidation, reorganization, readjustment, composition insolvency or other similar proceedings relating to either of the Corporation or the Guarantor, its creditors or its property, (b) any proceeding for the liquidation, dissolution or other winding up of the Corporation or the Guarantor, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by the Corporation or the Guarantor for the benefit of creditors or described in clause (d) any other marshalling or (e) of the assets definition of the Corporation or the Guarantor Event of Default (each such event, if any, herein sometimes referred to as a "“Proceeding"”), all Senior Debt of the Corporation or the Guarantor, as the case may be (including any interest thereon accruing after the commencement of any such proceedings), ) shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any Holder of any of the Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Corporation or the Guarantor Company or any other corporation entity provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities and the Guarantees, as the case may beSecurities, to the payment of all Senior Debt of the Corporation or the Guarantor, respectively, at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Securities or the Guarantees thereon, as the case may be, shall be paid or delivered directly to the holders of Senior Debt of the Corporation or the Guarantor, respectively, in accordance with the priorities then existing among such holders until all such Senior Debt (including any interest thereon accruing after the commencement of any Proceeding) shall have been paid in full. (c) In the event of any Proceeding, after payment in full of all sums owing with respect to the Corporation's or the Guarantor's Senior Debt, as the case may be, the Holders of the Securities, together with the holders of any obligations of the Corporation or the Guarantor, as the case may be, Company ranking on a parity with the Securities or the Guarantees, respectively (which for this purpose only shall include the Allocable Amounts of Senior Subordinated Indebtedness)Securities, shall be entitled to be paid from the remaining assets of the Corporation or the Guarantor, as the case may be, Company the amounts at the time due and owing on account of unpaid principal of (and premium, if any) any premium and interest (including any Additional Interest) on the Securities or the Guarantees, as the case may be, and such other obligations before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Corporation or the Guarantor, respectively, Company ranking junior to the Securities or the Guarantees, as the case may be, and such other obligations. If, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of the Corporation or the Guarantor Company or any other corporation entity provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities and the Guarantees, as the case may beSecurities, to the payment of all Senior Debt of the Corporation or the Guarantor, respectively, at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), ) shall be received by the Trustee or any Holder in contravention of any of the terms hereof and before all Senior Debt of the Corporation or the Guarantor, as the case may be, shall have been paid in full, such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Debt of the Corporation or the Guarantor, as the case may be, at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Debt of the Corporation or the Guarantor, as the case may be, remaining unpaid, to the extent necessary to pay all such Senior Debt (including any interest thereon accruing after the commencement of the Corporation or the Guarantor, as the case may be, any Proceeding) in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, distribution or security, each holder of Senior Debt of the Corporation or the Guarantor, as the case may be, is hereby irrevocably authorized to endorse or assign the same. The Trustee and the Holders shall take such action (including, without limitation, the delivery of this Indenture to an agent for the holders of Senior Debt of the Corporation or the Guarantor, as the case may be, or consent to the filing of a financing statement with respect hereto) as may, in the opinion of counsel designated by the holders of a majority in principal amount of the Senior Debt of the Corporation or the Guarantor, as the case may be, at the time outstanding, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions. The provisions of this Section 12.2 shall not impair any rights, interests, remedies or powers of any secured creditor of the Corporation or the Guarantor in respect of any security interest the creation of which is not prohibited by the provisions of this Indenture. The securing of any obligations of the Corporation or the Guarantor, as the case may be, otherwise ranking on a parity with the Securities or Guarantees, respectively, or ranking junior to the Securities or Guarantees, respectively, shall not be deemed to prevent such obligations from constituting, respectively, obligations ranking on a parity with the Securities or Guarantees, as the case may be, or ranking junior to the Securities or the Guarantees, as the case may be.61

No Payment When Senior Debt in Default; Payment Over of Proceeds Upon Dissolution, Etc. If (a) In the Corporation or event and during the Guarantor shall continuation of any default by the Company in the payment of any principal of (or premium, if any) any premium or interest on any of its respective Senior Debt (following any grace period, if applicable) when the same becomes due and payable, whether at maturity or at a date fixed for prepayment redemption or by declaration of acceleration or otherwise (whether or not acceleration is declared)otherwise, or if any judicial proceeding with respect then, upon written notice of such default to any the Company and each holder of a Note by the holders of such payment default is continuingSenior Debt therefor, then unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cashcase, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of (or premium, if any) any premium or interest (including any Additional Interest) on any of the Securities or the Guarantees, respectivelya Note, or in respect of any redemption, repayment, retirement, purchase or other acquisition of any of the Securitiesa Note. (b) In the event of (a) any insolvency, a bankruptcy, receivership, liquidation, reorganization, readjustment, composition insolvency or other similar proceedings relating to either proceeding described in the definition of the Corporation or the Guarantor, its creditors or its property, (b) any proceeding for the liquidation, dissolution or other winding up Event of the Corporation or the Guarantor, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by the Corporation or the Guarantor for the benefit of creditors or (d) any other marshalling of the assets of the Corporation or the Guarantor Default (each such event, if any, herein sometimes referred to as a "“Proceeding"”), all Senior Debt of the Corporation or the Guarantor, as the case may be (including any interest thereon accruing after the commencement of any such proceedings), ) shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any Holder holder of any of the Securities a Note on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Corporation or the Guarantor Company or any other corporation entity provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness Indebtedness evidenced by the Securities and the Guarantees, as the case may beNotes, to the payment of all Senior Debt of the Corporation or the Guarantor, respectively, at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Securities or the Guarantees thereon, as the case may be, Notes shall be paid or delivered directly to the holders of Senior Debt of the Corporation or the Guarantor, respectively, in accordance with the priorities then existing among such holders until all such Senior Debt (including any interest thereon accruing after the commencement of any Proceeding) shall have been paid in full. In the event of any Proceeding, after payment in full of all sums owing with respect to the Corporation's or the Guarantor's Senior Debt, as the case may be, the Holders each holder of Securitiesa Note, together with the holders of any obligations of the Corporation or the Guarantor, as the case may be, Company ranking on a parity with the Securities or the Guarantees, respectively (which for this purpose only shall include the Allocable Amounts of Senior Subordinated Indebtedness)Notes, shall be entitled to be paid from the remaining assets of the Corporation or the Guarantor, as the case may be, Company the amounts at the time due and owing on account of unpaid principal of (and premium, if any) any premium and interest on the Securities or the Guarantees, as the case may be, Notes and such other obligations before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Corporation or the Guarantor, respectively, Company ranking junior to the Securities or the Guarantees, as the case may be, Notes and such other obligations. (c) If, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of the Corporation or the Guarantor Company or any other corporation entity provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness Indebtedness evidenced by the Securities and the Guarantees, as the case may beNotes, to the payment of all Senior Debt of the Corporation or the Guarantor, respectively, at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), ) shall be received by the Trustee or any Holder holder in contravention of any of the terms hereof and before all Senior Debt of the Corporation or the Guarantor, as the case may be, shall have been paid in full, such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Debt of the Corporation or the Guarantor, as the case may be, at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Debt of the Corporation or the Guarantor, as the case may be, remaining unpaid, to the extent necessary to pay all such Senior Debt of the Corporation or the Guarantor, as the case may be, in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, distribution or security, each holder of Senior Debt of the Corporation or the Guarantor, as the case may be, is hereby irrevocably authorized to endorse or assign the same. The Trustee and the Holders shall take such action (including, without limitation, the delivery of this Indenture to an agent for the holders of Senior Debt of the Corporation or the Guarantor, as the case may be, or consent to the filing of a financing statement with respect hereto) as may, in the opinion of counsel designated by the holders of a majority in principal amount of the Senior Debt of the Corporation or the Guarantor, as the case may be, at the time outstanding, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions. The provisions of this Section 12.2 shall not impair any rights, interests, remedies or powers of any secured creditor of the Corporation or the Guarantor in respect of any security interest the creation of which is not prohibited by the provisions of this Indenture. The securing of any obligations of the Corporation or the Guarantor, as the case may be, otherwise ranking on a parity with the Securities or Guarantees, respectively, or ranking junior to the Securities or Guarantees, respectively, shall not be deemed to prevent such obligations from constituting, respectively, obligations ranking on a parity with the Securities or Guarantees, as the case may be, or ranking junior to the Securities or the Guarantees, as the case may be.28

No Payment When Senior Debt in Default; Payment Over of Proceeds Upon Dissolution, Etc. If (a) In the Corporation or event and during the Guarantor shall continuation of any default by the Company in the payment of any principal of (or premium, if any) any premium or interest on any of its respective Senior Debt (following any grace period, if applicable) when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise (whether otherwise, then, upon written notice of such default to the Company by the holders of such Senior Debt or not acceleration is declared)any trustee therefor, or if any judicial proceeding with respect to any such payment default is continuing, then unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of (or premium, if any) any premium or interest (including any Additional Interest) on any of the Securities or the Guarantees, respectivelySecurities, or in respect of any redemption, repayment, retirement, purchase or other acquisition of any of the Securities. In Notwithstanding anything to the event contrary in this Section 12.2(a), the provisions of this Section 12.2(a) shall also apply for at least 180 days following receipt of notice by the Holders of any Wachovia Event of Default, unless and until the Holders have received written notice as provided in clause (a) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceedings relating to either (b) of the Corporation definition of Wachovia Event of Default (contained herein) that the Wachovia Event of Default has been waived or the applicable Credit Facilities have been terminated and all Debt outstanding thereunder has been paid. For at least 180 days following the receipt of notice by the Holders and the Trustee of any Wachovia Event of Default, the Holders shall not initiate or maintain any action to collect on the Securities and shall not accept any payment of any principal or interest on the Securities (whether from the Company or the Guarantor) and shall not accept any payment of any principal or interest on the Securities. For the avoidance of doubt, its creditors or its property, (b) it is understood that any proceeding for notice of a Wachovia Event of Default received by the liquidation, dissolution or other winding up of the Corporation Holders or the Guarantor, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by the Corporation or the Guarantor for the benefit of creditors or (d) any other marshalling of the assets of the Corporation or the Guarantor (each such event, if any, herein sometimes referred to as a "Proceeding"), all Senior Debt of the Corporation or the Guarantor, as the case may be (including any interest thereon accruing after the commencement of any such proceedings), shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any Holder of any of the Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Corporation or the Guarantor or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities and the GuaranteesTrustee, as the case may be, during any 180-day period referred to in this Section 12.2(a) shall not trigger a new 180-day period, and the payment of all Senior Debt of the Corporation Holders or the Guarantor, respectively, at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Securities or the Guarantees thereonTrustee, as the case may be, shall not be paid required to refrain from initiating or delivered directly to the holders of Senior Debt of the Corporation or the Guarantor, respectively, in accordance with the priorities then existing among such holders until all such Senior Debt (including any interest thereon accruing after the commencement of any Proceeding) shall have been paid in full. In the event of any Proceeding, after payment in full of all sums owing with respect to the Corporation's or the Guarantor's Senior Debt, as the case may be, the Holders of Securities, together with the holders of any obligations of the Corporation or the Guarantor, as the case may be, ranking on a parity with the Securities or the Guarantees, respectively (which for this purpose only shall include the Allocable Amounts of Senior Subordinated Indebtedness), shall be entitled to be paid from the remaining assets of the Corporation or the Guarantor, as the case may be, the amounts at the time due and owing on account of unpaid principal of (and premium, if any) and interest on the Securities or the Guarantees, as the case may be, and such other obligations before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Corporation or the Guarantor, respectively, ranking junior to the Securities or the Guarantees, as the case may be, and such other obligations. If, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of the Corporation or the Guarantor or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities and the Guarantees, as the case may be, to the payment of all Senior Debt of the Corporation or the Guarantor, respectively, at the time outstanding and to any securities issued in respect thereof under maintaining any such plan action for a period in excess of reorganization or readjustment), shall be received by the Trustee or any Holder in contravention of any of the terms hereof and before all Senior Debt of the Corporation or the Guarantor, as the case may be, shall have been paid in full, such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Debt of the Corporation or the Guarantor, as the case may be, at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Debt of the Corporation or the Guarantor, as the case may be, remaining unpaid, to the extent necessary to pay all such Senior Debt of the Corporation or the Guarantor, as the case may be, in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, distribution or security, each holder of Senior Debt of the Corporation or the Guarantor, as the case may be, is hereby irrevocably authorized to endorse or assign the same. The Trustee and the Holders shall take such action (including, without limitation, the delivery of this Indenture to an agent for the holders of Senior Debt of the Corporation or the Guarantor, as the case may be, or consent to the filing of a financing statement with respect hereto) as may, 180 days in the opinion aggregate for each Event of counsel designated by the holders of a majority in principal amount of the Senior Debt of the Corporation or the Guarantor, as the case may be, at the time outstanding, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions. The provisions of this Section 12.2 shall not impair any rights, interests, remedies or powers of any secured creditor of the Corporation or the Guarantor in respect of any security interest the creation of which is not prohibited by the provisions of this Indenture. The securing of any obligations of the Corporation or the Guarantor, as the case may be, otherwise ranking on a parity with the Securities or Guarantees, respectively, or ranking junior to the Securities or Guarantees, respectively, shall not be deemed to prevent such obligations from constituting, respectively, obligations ranking on a parity with the Securities or Guarantees, as the case may be, or ranking junior to the Securities or the Guarantees, as the case may beDefault.

No Payment When Senior Debt in Default; Payment Over of Proceeds Upon Dissolution, Etc. If the Corporation or the Guarantor shall default in the payment of any principal of (or premium, if any) or interest on any of its respective Senior Debt when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise (whether otherwise, then, upon written notice of such default to the Corporation or not acceleration is declared)the Guarantor, as the case may be, by the holders of Senior Debt or if any judicial proceeding with respect to any such payment default is continuingtrustee therefor, then unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of (or premium, if any) or interest (including any Additional Interest) on any of the Securities or the Guarantees, respectively, or in respect of any redemption, repayment, retirement, purchase or other acquisition of any of the Securities. In the event of (a) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceedings relating to either of the Corporation or the Guarantor, its creditors or its property, (b) any proceeding for the liquidation, dissolution or other winding up of the Corporation or the Guarantor, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by the Corporation or the Guarantor for the benefit of creditors or (d) any other marshalling of the assets of the Corporation or the Guarantor (each such event, if any, herein sometimes referred to as a "Proceeding"), all Senior Debt of the Corporation or the Guarantor, as the case may be (including any interest thereon accruing after the commencement of any such proceedings), shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any Holder of any of the Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Corporation or the Guarantor or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities and the Guarantees, as the case may be, to the payment of all Senior Debt of the Corporation or the Guarantor, respectively, at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Securities of any series or the Guarantees thereon, as the case may be, shall be paid or delivered directly to the holders of Senior Debt of the Corporation or the Guarantor, respectively, in accordance with the priorities then existing among such holders until all such Senior Debt (including any interest thereon accruing after the commencement of any Proceeding) shall have been paid in full. In the event of any Proceeding, after payment in full of all sums owing with respect to the Corporation's or the Guarantor's Senior Debt, as the case may be, the Holders of the Securities, together with the holders of any obligations of the Corporation or the Guarantor, as the case may be, ranking on a parity with the Securities or the Guarantees, respectively (which for this purpose only shall include the Allocable Amounts of Senior Subordinated Indebtedness), shall be entitled to be paid from the remaining assets of the Corporation or the Guarantor, as the case may be, the amounts at the time due and owing on account of unpaid principal of (and premium, if any) and interest on the Securities or the Guarantees, as the case may be, and such other obligations before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Corporation or the Guarantor, respectively, ranking junior to the Securities or the Guarantees, as the case may be, and such other obligations. If, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of the Corporation or the Guarantor or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities and the Guarantees, as the case may be, to the payment of all Senior Debt of the Corporation or the Guarantor, respectively, at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), shall be received by the Trustee or any Holder in contravention of any of the terms hereof and before all Senior Debt of the Corporation or the Guarantor, as the case may be, shall have been paid in full, such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Debt of the Corporation or the Guarantor, as the case may be, at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Debt of the Corporation or the Guarantor, as the case may be, remaining unpaid, to the extent necessary to pay all such Senior Debt of the Corporation or the Guarantor, as the case may be, in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, distribution or security, each holder of Senior Debt of the Corporation or the Guarantor, as the case may be, is hereby irrevocably authorized to endorse or assign the same. The Trustee and the Holders shall take such action (including, without limitation, the delivery of this Indenture to an agent for the holders of Senior Debt of the Corporation or the Guarantor, as the case may be, or consent to the filing of a financing statement with respect hereto) as may, in the opinion of counsel designated by the holders of a majority in principal amount of the Senior Debt of the Corporation or the Guarantor, as the case may be, at the time outstanding, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions. The provisions of this Section 12.2 13.2 shall not impair any rights, interests, remedies or powers of any secured creditor of the Corporation or the Guarantor in respect of any security interest the creation of which is not prohibited by the provisions of this Indenture. The securing of any obligations of the Corporation or the Guarantor, as the case may be, otherwise ranking on a parity with the Securities or Guarantees, respectively, or ranking junior to the Securities or Guarantees, respectively, shall not be deemed to prevent such obligations from constituting, respectively, obligations ranking on a parity with the Securities or Guarantees, as the case may be, or ranking junior to the Securities or the Guarantees, as the case may be.

No Payment When Senior Debt in Default; Payment Over of Proceeds Upon Dissolution, Etc. If the Corporation or the Guarantor shall default in the payment of any principal of (or premium, if any) or interest on any of its respective Senior Debt when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise (whether otherwise, then, upon written notice of such default to the Corporation by the holders of Senior Debt or not acceleration is declared)any trustee therefor, or if any judicial proceeding with respect to any such payment default is continuing, then unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-set off or otherwise) shall be made or agreed to be made on account of the principal of (or premium, if any) or interest (including any Additional Interest) on any of the Securities or the Guarantees, respectively, or in respect of any redemption, repayment, retirement, purchase or other acquisition of any of the Securities. In the event of (ai) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceedings relating to either of the Corporation or the GuarantorCorporation, its creditors or its property, (bii) any proceeding for the liquidation, dissolution or other winding up of the Corporation or the GuarantorCorporation, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (ciii) any assignment by the Corporation or the Guarantor for the benefit of creditors or (div) any other marshalling of the assets of the Corporation or the Guarantor (each such event, if any, herein sometimes referred to as a "Proceeding"), all Senior Debt of the Corporation or the Guarantor, as the case may be (including any interest thereon accruing after the commencement of any such proceedings), shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any Holder of any of the Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Corporation or the Guarantor or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities and the Guarantees, as the case may be, to the payment of all Senior Debt of the Corporation or the Guarantor, respectively, at the time outstanding and to any 192 securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Securities or the Guarantees thereon, as the case may be, of any series shall be paid or delivered directly to the holders of Senior Debt of the Corporation or the Guarantor, respectively, in accordance with the priorities then existing among such holders until all such Senior Debt (including any interest thereon accruing after the commencement of any Proceeding) shall have been paid in full. In the event of any Proceeding, after payment in full of all sums owing with respect to the Corporation's or the Guarantor's Senior Debt, as the case may be, Debt the Holders of Securities, the Securities together with the holders of any obligations of the Corporation or the Guarantor, as the case may be, ranking on a parity with the Securities or the Guarantees, respectively (which for this purpose only shall include the Allocable Amounts of Senior Subordinated Indebtedness), shall be entitled to be paid from the remaining assets of the Corporation or the Guarantor, as the case may be, the amounts at the time due and owing on account of unpaid principal of (and premium, if any) and interest on the Securities or the Guarantees, as the case may be, and such other obligations before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Corporation or the Guarantor, respectively, ranking junior to the Securities or the Guarantees, as the case may be, and such other obligations. If, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of the Corporation or the Guarantor or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities and the Guarantees, as the case may be, to the payment of all Senior Debt of the Corporation or the Guarantor, respectively, at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), shall be received by the Trustee or any Holder in contravention of any of the terms hereof and before all Senior Debt of the Corporation or the Guarantor, as the case may be, shall have been paid in full, such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Debt of the Corporation or the Guarantor, as the case may be, at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Debt of the Corporation or the Guarantor, as the case may be, remaining unpaid, to the extent necessary to pay all such Senior Debt of the Corporation or remaining unpaid, to the Guarantor, as extent necessary to pay all such Senior Debt of the case may be, Corporation in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, distribution or security, each holder of Senior Debt of the Corporation or the Guarantor, as the case may be, is hereby irrevocably authorized to endorse or assign the same. The Trustee and the Holders shall take such action (including, without limitation, the delivery of this Indenture to an agent for the holders of Senior Debt of the Corporation or the Guarantor, as the case may be, or consent to the 193 filing of a financing statement with respect hereto) as may, in the opinion of counsel designated by the holders of a majority in principal amount of the Senior Debt of the Corporation or the Guarantor, as the case may be, at the time outstanding, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions. The provisions of this Section 12.2 13.2 shall not impair any rights, interests, remedies or powers of any secured creditor of the Corporation or the Guarantor in respect of any security interest the creation of which is not prohibited by the provisions of this Indenture. The securing of any obligations of the Corporation or the Guarantor, as the case may be, otherwise ranking on a parity with the Securities or Guarantees, respectively, or ranking junior to the Securities or Guarantees, respectively, shall not be deemed to prevent such obligations from constituting, respectively, obligations ranking on a parity with the Securities or Guarantees, as the case may be, or ranking junior to the Securities or the Guarantees, as the case may beSecurities.

No Payment When Senior Debt in Default; Payment Over of Proceeds Upon Dissolution, Etc. If In the Corporation or event and during the Guarantor shall continuation of any default by the Company in the payment of any principal of (or premium, if any) any premium or interest on any of its respective Senior Debt (following any grace period, if applicable) when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise (whether otherwise, then, upon written notice of such default to the Company by the holders of such Senior Debt or not acceleration is declared)any trustee therefor, or if any judicial proceeding with respect to any such payment default is continuing, then unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of (or premium, if any) any premium or interest (including any Additional Interest) on any of the Securities or the Guarantees, respectivelySecurities, or in respect of any redemption, repayment, retirement, purchase or other acquisition of any of the Securities. In the event of (a) any insolvency, a bankruptcy, receivership, liquidation, reorganization, readjustment, composition insolvency or other similar proceedings relating to either proceeding described in clause (e) or (f) of the Corporation or the Guarantor, its creditors or its property, (b) any proceeding for the liquidation, dissolution or other winding up definition of the Corporation or the Guarantor, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by the Corporation or the Guarantor for the benefit Event of creditors or (d) any other marshalling of the assets of the Corporation or the Guarantor Default (each such event, if any, herein sometimes referred to as a "“Proceeding"”), all Senior Debt of the Corporation or the Guarantor, as the case may be (including any interest thereon accruing after the commencement of any such proceedings), ) shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any Holder of any of the Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Corporation or the Guarantor Company or any other corporation entity provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities and the Guarantees, as the case may beSecurities, to the payment of all Senior Debt of the Corporation or the Guarantor, respectively, at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Securities or the Guarantees thereon, as the case may be, shall be paid or delivered directly to the holders of Senior Debt of the Corporation or the Guarantor, respectively, in accordance with the priorities then existing among such holders until all such Senior Debt (including any interest thereon accruing after the commencement of any Proceeding) shall have been paid in full. In the event of any Proceeding, after payment in full of all sums owing with respect to the Corporation's or the Guarantor's Senior Debt, as the case may be, the Holders of the Securities, together with the holders of any obligations of the Corporation or the Guarantor, as the case may be, Company ranking on a parity with the Securities or the Guarantees, respectively (which for this purpose only shall include the Allocable Amounts of Senior Subordinated Indebtedness)Securities, shall be entitled to be paid from the remaining assets of the Corporation or the Guarantor, as the case may be, Company the amounts at the time due and owing on account of unpaid principal of (and premium, if any) , and interest (including any Additional Interest) on the Securities or the Guarantees, as the case may be, and such other obligations before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock Equity Interests or any obligations of the Corporation or the Guarantor, respectively, Company ranking junior to the Securities or the Guarantees, as the case may be, and such other obligations. If, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of the Corporation or the Guarantor Company or any other corporation entity provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities and the Guarantees, as the case may beSecurities, to the payment of all Senior Debt of the Corporation or the Guarantor, respectively, at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), ) shall be received by the Trustee or any Holder in contravention of any of the terms hereof and before all Senior Debt of the Corporation or the Guarantor, as the case may be, shall have been paid in full, such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Debt of the Corporation or the Guarantor, as the case may be, at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Debt of the Corporation or the Guarantor, as the case may be, remaining unpaid, to the extent necessary to pay all such Senior Debt (including any interest thereon accruing after the commencement of the Corporation or the Guarantor, as the case may be, any Proceeding) in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, distribution or security, each holder of Senior Debt of the Corporation or the Guarantor, as the case may be, is hereby irrevocably authorized to endorse or assign the same. The Trustee and the Holders Holders, at the expense of the Company, shall take such reasonable action (including, without limitation, including the delivery of this Indenture to an agent for the any holders of Senior Debt of the Corporation or the Guarantor, as the case may be, or consent to the filing of a financing statement with respect hereto) as may, in the opinion of counsel designated by the holders of a majority in principal amount of the Senior Debt of the Corporation or the Guarantor, as the case may be, at the time outstanding, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions. The provisions of this Section 12.2 shall not impair any rights, interests, remedies or powers of any secured creditor of the Corporation or the Guarantor Company in respect of any security interest the creation of which is not prohibited by the provisions of this Indenture. The securing of any obligations of the Corporation or the Guarantor, as the case may beCompany, otherwise ranking on a parity with the Securities or Guarantees, respectively, or ranking junior to the Securities or Guarantees, respectivelySecurities, shall not be deemed to prevent such obligations from constituting, respectively, obligations ranking on a parity with the Securities or Guarantees, as the case may be, or ranking junior to the Securities or the Guarantees, as the case may beSecurities.

No Payment When Senior Debt in Default; Payment Over of Proceeds Upon Dissolution, Etc. If In the Corporation or event and during the Guarantor shall continuation of any default by the Company in the payment of any principal of (or premium, if any) any premium or interest on any of its respective Senior Debt (following any grace period, if applicable) when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise (whether otherwise, then, upon written notice of such default to the Company by the holders of such Senior Debt or not acceleration is declared)any trustee therefor, or if any judicial proceeding with respect to any such payment default is continuing, then unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of (or premium, if any) any premium or interest (including any Additional Interest) on any of the Securities or the Guarantees, respectivelySecurities, or in respect of any redemption, repayment, retirement, purchase or other acquisition of any of the Securities. In the event of (a) any insolvency, a bankruptcy, receivership, liquidation, reorganization, readjustment, composition insolvency or other similar proceedings relating to either of the Corporation or the Guarantor, its creditors or its property, (b) any proceeding for the liquidation, dissolution or other winding up of the Corporation or the Guarantor, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by the Corporation or the Guarantor for the benefit of creditors or described in clause (d) any other marshalling or (e) of the assets definition of the Corporation or the Guarantor Event of Default (each such event, if any, herein sometimes referred to as a "“Proceeding"”), all Senior Debt of the Corporation or the Guarantor, as the case may be (including any interest thereon accruing after the commencement of any such proceedings), ) shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any Holder of any of the Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Corporation or the Guarantor Company or any other corporation entity provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities and the Guarantees, as the case may beSecurities, to the payment of all Senior Debt of the Corporation or the Guarantor, respectively, at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Securities or the Guarantees thereon, as the case may be, shall be paid or delivered directly to the holders of Senior Debt of the Corporation or the Guarantor, respectively, in accordance with the priorities then existing among such holders until all such Senior Debt (including any interest thereon accruing after the commencement of any Proceeding) shall have been paid in full. In the event of any Proceeding, after payment in full of all sums owing with respect to the Corporation's or the Guarantor's Senior Debt, as the case may be, the Holders of the Securities, together with the holders of any obligations of the Corporation or the Guarantor, as the case may be, Company ranking on a parity with the Securities or the Guarantees, respectively (which for this purpose only shall include the Allocable Amounts of Senior Subordinated Indebtedness)Securities, shall be entitled to be paid from the remaining assets of the Corporation or the Guarantor, as the case may be, Company the amounts at the time due and owing on account of unpaid principal of (and premium, if any) any premium and interest (including any Additional Interest) on the Securities or the Guarantees, as the case may be, and such other obligations before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Corporation or the Guarantor, respectively, Company ranking junior to the Securities or the Guarantees, as the case may be, and such other obligations. If, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of the Corporation or the Guarantor Company or any other corporation entity provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities and the Guarantees, as the case may beSecurities, to the payment of all Senior Debt of the Corporation or the Guarantor, respectively, at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), ) shall be received by the Trustee or any Holder in contravention of any of the terms hereof and before all Senior Debt of the Corporation or the Guarantor, as the case may be, shall have been paid in full, such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Debt of the Corporation or the Guarantor, as the case may be, at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Debt of the Corporation or the Guarantor, as the case may be, remaining unpaid, to the extent necessary to pay all such Senior Debt (including any interest thereon accruing after the commencement of the Corporation or the Guarantor, as the case may be, any Proceeding) in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, distribution or security, each holder of Senior Debt of the Corporation or the Guarantor, as the case may be, is hereby irrevocably authorized to endorse or assign the same. The Trustee and the Holders Holders, at the expense of the Company, shall take such reasonable action (including, without limitation, including the delivery of this Indenture to an agent for the any holders of Senior Debt of the Corporation or the Guarantor, as the case may be, or consent to the filing of a financing statement with respect hereto) as may, in the opinion of counsel designated by the holders of a majority in principal amount of the Senior Debt of the Corporation or the Guarantor, as the case may be, at the time outstanding, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions. The provisions of this Section 12.2 shall not impair any rights, interests, remedies or powers of any secured creditor of the Corporation or the Guarantor Company in respect of any security interest the creation of which is not prohibited by the provisions of this Indenture. The securing of any obligations of the Corporation or the Guarantor, as the case may beCompany, otherwise ranking on a parity with the Securities or Guarantees, respectively, or ranking junior to the Securities or Guarantees, respectivelySecurities, shall not be deemed to prevent such obligations from constituting, respectively, obligations ranking on a parity with the Securities or Guarantees, as the case may be, or ranking junior to the Securities or the Guarantees, as the case may beSecurities.

No Payment When Senior Debt in Default; Payment Over of Proceeds Upon Dissolution, Etc. If (a) In the Corporation or event and during the Guarantor shall continuation of any default by the Company in the payment of any principal of (or premium, if any) any premium or interest on any of its respective Senior Debt (following any grace period, if applicable) when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise (whether otherwise, then, upon written notice of such default to the Company by the holders of such Senior Debt or not acceleration is declared)any trustee therefor, or if any judicial proceeding with respect to any such payment default is continuing, then unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of (or premium, if any) any premium or interest (including any Additional Interest) on any of the Securities or the Guarantees, respectivelySecurities, or in respect of any redemption, repayment, retirement, purchase or other acquisition of any of the Securities. In Notwithstanding anything to the event contrary in this Section 12.2(a), the provisions of this Section 12.2(a) shall also apply for at least 180 days following receipt of notice by the Holders of any Wachovia Event of Default, unless and until the Holders have received written notice as provided in clause (a) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceedings relating to either (b) of the Corporation definition of Wachovia Event of Default (contained herein) that the Wachovia Event of Default has been waived or the applicable Credit Facilities have been terminated and all Debt outstanding thereunder has been paid. For at least 180 days following the receipt of notice by the Holders of any Wachovia Event of Default, the Holders shall not initiate or maintain any action to collect on the Securities (whether from the Company or the Guarantor) and shall not accept any payment of any principal or interest on the Securities. For at least 180 days following the receipt of notice by the Trustee of any Wachovia Event of Default, its creditors the Trustee shall not initiate or its property, maintain any action to collect on the Securities (b) any proceeding for whether from the liquidation, dissolution or other winding up of the Corporation Company or the Guarantor) and shall not accept any payment of any principal or interest on the Securities. For the avoidance of doubt, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) it is understood that any assignment notice of a Wachovia Event of Default received by the Corporation Holders or the Guarantor for the benefit of creditors or (d) any other marshalling of the assets of the Corporation or the Guarantor (each such event, if any, herein sometimes referred to as a "Proceeding"), all Senior Debt of the Corporation or the Guarantor, as the case may be (including any interest thereon accruing after the commencement of any such proceedings), shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any Holder of any of the Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Corporation or the Guarantor or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities and the GuaranteesTrustee, as the case may be, during any 180-day period referred to in this Section 12.2(a) shall not trigger a new 180-day period, and the payment of all Senior Debt of the Corporation Holders or the Guarantor, respectively, at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Securities or the Guarantees thereonTrustee, as the case may be, shall not be paid required to refrain from initiating or delivered directly to the holders of Senior Debt of the Corporation or the Guarantor, respectively, in accordance with the priorities then existing among such holders until all such Senior Debt (including any interest thereon accruing after the commencement of any Proceeding) shall have been paid in full. In the event of any Proceeding, after payment in full of all sums owing with respect to the Corporation's or the Guarantor's Senior Debt, as the case may be, the Holders of Securities, together with the holders of any obligations of the Corporation or the Guarantor, as the case may be, ranking on a parity with the Securities or the Guarantees, respectively (which for this purpose only shall include the Allocable Amounts of Senior Subordinated Indebtedness), shall be entitled to be paid from the remaining assets of the Corporation or the Guarantor, as the case may be, the amounts at the time due and owing on account of unpaid principal of (and premium, if any) and interest on the Securities or the Guarantees, as the case may be, and such other obligations before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Corporation or the Guarantor, respectively, ranking junior to the Securities or the Guarantees, as the case may be, and such other obligations. If, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of the Corporation or the Guarantor or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities and the Guarantees, as the case may be, to the payment of all Senior Debt of the Corporation or the Guarantor, respectively, at the time outstanding and to any securities issued in respect thereof under maintaining any such plan action for a period in excess of reorganization or readjustment), shall be received by the Trustee or any Holder in contravention of any of the terms hereof and before all Senior Debt of the Corporation or the Guarantor, as the case may be, shall have been paid in full, such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Debt of the Corporation or the Guarantor, as the case may be, at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Debt of the Corporation or the Guarantor, as the case may be, remaining unpaid, to the extent necessary to pay all such Senior Debt of the Corporation or the Guarantor, as the case may be, in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, distribution or security, each holder of Senior Debt of the Corporation or the Guarantor, as the case may be, is hereby irrevocably authorized to endorse or assign the same. The Trustee and the Holders shall take such action (including, without limitation, the delivery of this Indenture to an agent for the holders of Senior Debt of the Corporation or the Guarantor, as the case may be, or consent to the filing of a financing statement with respect hereto) as may, 180- days in the opinion aggregate for each Event of counsel designated by the holders of a majority in principal amount of the Senior Debt of the Corporation or the Guarantor, as the case may be, at the time outstanding, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions. The provisions of this Section 12.2 shall not impair any rights, interests, remedies or powers of any secured creditor of the Corporation or the Guarantor in respect of any security interest the creation of which is not prohibited by the provisions of this Indenture. The securing of any obligations of the Corporation or the Guarantor, as the case may be, otherwise ranking on a parity with the Securities or Guarantees, respectively, or ranking junior to the Securities or Guarantees, respectively, shall not be deemed to prevent such obligations from constituting, respectively, obligations ranking on a parity with the Securities or Guarantees, as the case may be, or ranking junior to the Securities or the Guarantees, as the case may beDefault.

No Payment When Senior Debt in Default; Payment Over of Proceeds Upon Dissolution, Etc. If the Corporation or the Guarantor shall default in the payment of any principal of (or premium, if any) or interest on any of its respective Senior Debt when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise (whether otherwise, then, upon written notice of such default to the Corporation by the holders of Senior Debt or not acceleration is declared)any trustee therefor, or if any judicial proceeding with respect to any such payment default is continuing, then unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-set off or otherwise) shall be made or agreed to be made on account of the principal of (or premium, if any) or interest (including any Additional Interest) on any of the Securities or the Guarantees, respectively, or in respect of any redemption, repayment, retirement, purchase or other acquisition of any of the Securities. 170 In the event of (ai) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceedings relating to either of the Corporation or the GuarantorCorporation, its creditors or its property, (bii) any proceeding for the liquidation, dissolution or other winding up of the Corporation or the GuarantorCorporation, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (ciii) any assignment by the Corporation or the Guarantor for the benefit of creditors or (div) any other marshalling of the assets of the Corporation or the Guarantor (each such event, if any, herein sometimes referred to as a "Proceeding"), all Senior Debt of the Corporation or the Guarantor, as the case may be (including any interest thereon accruing after the commencement of any such proceedings), shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any Holder of any of the Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Corporation or the Guarantor or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities and the Guarantees, as the case may be, to the payment of all Senior Debt of the Corporation or the Guarantor, respectively, at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Securities or the Guarantees thereon, as the case may be, of any series shall be paid or delivered directly to the holders of Senior Debt of the Corporation or the Guarantor, respectively, in accordance with the priorities then existing among such holders until all such Senior Debt (including any interest thereon accruing after the commencement of any Proceeding) shall have been paid in full. In the event of any Proceeding, after payment in full of all sums owing with respect to the Corporation's or the Guarantor's Senior Debt, as the case may be, Debt the Holders of Securities, the Securities together with the holders of any obligations of the Corporation or the Guarantor, as the case may be, ranking on a parity with the Securities or the Guarantees, respectively (which for this purpose only shall include the Allocable Amounts of Senior Subordinated Indebtedness), shall be entitled to be paid from the remaining assets of the Corporation or the Guarantor, as the case may be, the amounts at the time due and owing on account of unpaid principal of (and premium, if any) and interest on the Securities or the Guarantees, as the case may be, and such other obligations before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Corporation or the Guarantor, respectively, ranking junior to the Securities or the Guarantees, as the case may be, and such other obligations. If, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of the Corporation or the Guarantor or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities and the Guarantees, as the case may be, to the payment of all Senior Debt of the Corporation or the Guarantor, respectively, at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), shall be received by the Trustee or any Holder in contravention of any of the terms hereof and before all Senior Debt of the Corporation or the Guarantor, as the case may be, shall have been paid in full, such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Debt of the Corporation or the Guarantor, as the case may be, at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Debt of the Corporation or the Guarantor, as the case may be, remaining unpaid, to the extent necessary to pay all such Senior Debt of the Corporation or the Guarantor, as the case may be, in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, distribution or security, each holder of Senior Debt of the Corporation or the Guarantor, as the case may be, is hereby irrevocably authorized to endorse or assign the same. The Trustee and the Holders shall take such action (including, without limitation, the delivery of this Indenture to an agent for the holders of Senior Debt of the Corporation or the Guarantor, as the case may be, or consent to the filing of a financing statement with respect hereto) as may, in the opinion of counsel designated by the holders of a majority in principal amount of the Senior Debt of the Corporation or the Guarantor, as the case may be, at the time outstanding, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions. The provisions of this Section 12.2 13.2 shall not impair any rights, interests, remedies or powers of any secured creditor of the Corporation or the Guarantor in respect of any security interest the creation of which is not prohibited by the provisions of this Indenture. The securing of any obligations of the Corporation or the Guarantor, as the case may be, otherwise ranking on a parity with the Securities or Guarantees, respectively, or ranking junior to the Securities or Guarantees, respectively, shall not be deemed to prevent such obligations from constituting, respectively, obligations ranking on a parity with the Securities or Guarantees, as the case may be, or ranking junior to the Securities or the Guarantees, as the case may beSecurities.

No Payment When Senior Debt in Default; Payment Over of Proceeds Upon Dissolution, Etc. If the Corporation or the Guarantor shall default in the payment of any principal of (or premium, if any) or interest on any of its respective Senior Debt when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise (whether otherwise, then, upon written notice of such default to the Corporation by the holders of Senior Debt or not acceleration is declared)any trustee therefor, or if any judicial proceeding with respect to any such payment default is continuing, then unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-set off or otherwise) shall be made or agreed to be made on account of the principal of (or premium, if any) or interest (including any Additional Interest) on any of the Securities or the Guarantees, respectively, or in respect of any redemption, repayment, retirement, purchase or other acquisition of any of the Securities. 181 In the event of (ai) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceedings relating to either of the Corporation or the GuarantorCorporation, its creditors or its property, (bii) any proceeding for the liquidation, dissolution or other winding up of the Corporation or the GuarantorCorporation, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (ciii) any assignment by the Corporation or the Guarantor for the benefit of creditors or (div) any other marshalling of the assets of the Corporation or the Guarantor (each such event, if any, herein sometimes referred to as a "Proceeding"), all Senior Debt of the Corporation or the Guarantor, as the case may be (including any interest thereon accruing after the commencement of any such proceedings), shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any Holder of any of the Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Corporation or the Guarantor or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities and the Guarantees, as the case may be, to the payment of all Senior Debt of the Corporation or the Guarantor, respectively, at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Securities or the Guarantees thereon, as the case may be, of any series shall be paid or delivered directly to the holders of Senior Debt of the Corporation or the Guarantor, respectively, in accordance with the priorities then existing among such holders until all such Senior Debt (including any interest thereon accruing after the commencement of any Proceeding) shall have been paid in full. In the event of any Proceeding, after payment in full of all sums owing with respect to the Corporation's or the Guarantor's Senior Debt, as the case may be, Debt the Holders of Securities, the Securities together with the holders of any obligations of the Corporation or the Guarantor, as the case may be, ranking on a parity with the Securities or the Guarantees, respectively (which for this purpose only shall include the Allocable Amounts of Senior Subordinated Indebtedness), shall be entitled to be paid from the remaining assets of the Corporation or the Guarantor, as the case may be, the amounts at the time due and owing on account of unpaid principal of (and premium, if any) and interest on the Securities or the Guarantees, as the case may be, and such other obligations before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Corporation or the Guarantor, respectively, ranking junior to the Securities or the Guarantees, as the case may be, and such other obligations. If, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of the Corporation or the Guarantor or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities and the Guarantees, as the case may be, to the payment of all Senior Debt of the Corporation or the Guarantor, respectively, at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), shall be received by the Trustee or any Holder in contravention of any of the terms hereof and before all Senior Debt of the Corporation or the Guarantor, as the case may be, shall have been paid in full, such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Debt of the Corporation or the Guarantor, as the case may be, at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Debt of the Corporation or the Guarantor, as the case may be, remaining unpaid, to the extent necessary to pay all such Senior Debt of the Corporation or remaining unpaid, to the Guarantor, as extent necessary to pay all such Senior Debt of the case may be, Corporation in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, distribution or security, each holder of Senior Debt of the Corporation or the Guarantor, as the case may be, is hereby irrevocably authorized to endorse or assign the same. The Trustee and the Holders shall take such action (including, without limitation, the delivery of this Indenture to an agent for the holders of Senior Debt of the Corporation or the Guarantor, as the case may be, or consent to the filing of a financing statement with respect hereto) as may, in the opinion of counsel designated by the holders of a majority in principal amount of the Senior Debt of the Corporation or the Guarantor, as the case may be, at the time outstanding, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions. The provisions of this Section 12.2 13.2 shall not impair any rights, interests, remedies or powers of any secured creditor of the Corporation or the Guarantor in respect of any security interest the creation of which is not prohibited by the provisions of this Indenture. The securing of any obligations of the Corporation or the Guarantor, as the case may be, otherwise ranking on a parity with the Securities or Guarantees, respectively, or ranking junior to the Securities or Guarantees, respectively, shall not be deemed to prevent such obligations from constituting, respectively, obligations ranking on a parity with the Securities or Guarantees, as the case may be, or ranking junior to the Securities or the Guarantees, as the case may beSecurities.

No Payment When Senior Debt in Default; Payment Over of Proceeds Upon Dissolution, Etc. If (a) In the Corporation or event and during the Guarantor shall continuation of any default by the Company in the payment of any principal of (or premium, if any) any premium or interest on any of its respective Senior Debt (following any grace period, if applicable) when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise (whether otherwise, then, upon written notice of such default to the Company by the holders of such Senior Debt or not acceleration is declared)any trustee therefor, or if any judicial proceeding with respect to any such payment default is continuing, then unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of (or premium, if any) any premium or interest (including any Additional Interest) on any of the Securities or the Guarantees, respectivelySecurities, or in respect of any redemption, repayment, retirement, purchase or other acquisition of any of the Securities. (b) In the event of (a) any insolvency, a bankruptcy, receivership, liquidation, reorganization, readjustment, composition insolvency or other similar proceedings relating to either of the Corporation or the Guarantor, its creditors or its property, (b) any proceeding for the liquidation, dissolution or other winding up of the Corporation or the Guarantor, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by the Corporation or the Guarantor for the benefit of creditors or described in clause (d) any other marshalling or (e) of the assets definition of the Corporation or the Guarantor Event of Default (each such event, if any, herein sometimes referred to as a "“Proceeding"”), all Senior Debt of the Corporation or the Guarantor, as the case may be (including any interest thereon accruing after the commencement of any such proceedings), ) shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any Holder of any of the Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Corporation or the Guarantor Company or any other corporation entity provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities and the Guarantees, as the case may beSecurities, to the payment of all Senior Debt of the Corporation or the Guarantor, respectively, at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Securities or the Guarantees thereon, as the case may be, shall be paid or delivered directly to the holders of Senior Debt of the Corporation or the Guarantor, respectively, in accordance with the priorities then existing among such holders until all such Senior Debt (including any interest thereon accruing after the commencement of any Proceeding) shall have been paid in full. In the event of any Proceeding, after payment in full of all sums owing with respect to the Corporation's or the Guarantor's Senior Debt, as the case may be, the Holders of Securities, together with the holders of any obligations of the Corporation or the Guarantor, as the case may be, ranking on a parity with the Securities or the Guarantees, respectively (which for this purpose only shall include the Allocable Amounts of Senior Subordinated Indebtedness), shall be entitled to be paid from the remaining assets of the Corporation or the Guarantor, as the case may be, the amounts at the time due and owing on account of unpaid principal of (and premium, if any) and interest on the Securities or the Guarantees, as the case may be, and such other obligations before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Corporation or the Guarantor, respectively, ranking junior to the Securities or the Guarantees, as the case may be, and such other obligations. If, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of the Corporation or the Guarantor or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities and the Guarantees, as the case may be, to the payment of all Senior Debt of the Corporation or the Guarantor, respectively, at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), shall be received by the Trustee or any Holder in contravention of any of the terms hereof and before all Senior Debt of the Corporation or the Guarantor, as the case may be, shall have been paid in full, such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Debt of the Corporation or the Guarantor, as the case may be, at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Debt of the Corporation or the Guarantor, as the case may be, remaining unpaid, to the extent necessary to pay all such Senior Debt of the Corporation or the Guarantor, as the case may be, in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, distribution or security, each holder of Senior Debt of the Corporation or the Guarantor, as the case may be, is hereby irrevocably authorized to endorse or assign the same. The Trustee and the Holders shall take such action (including, without limitation, the delivery of this Indenture to an agent for the holders of Senior Debt of the Corporation or the Guarantor, as the case may be, or consent to the filing of a financing statement with respect hereto) as may, in the opinion of counsel designated by the holders of a majority in principal amount of the Senior Debt of the Corporation or the Guarantor, as the case may be, at the time outstanding, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions. The provisions of this Section 12.2 shall not impair any rights, interests, remedies or powers of any secured creditor of the Corporation or the Guarantor in respect of any security interest the creation of which is not prohibited by the provisions of this Indenture. The securing of any obligations of the Corporation or the Guarantor, as the case may be, otherwise ranking on a parity with the Securities or Guarantees, respectively, or ranking junior to the Securities or Guarantees, respectively, shall not be deemed to prevent such obligations from constituting, respectively, obligations ranking on a parity with the Securities or Guarantees, as the case may be, or ranking junior to the Securities or the Guarantees, as the case may be.60

No Payment When Senior Debt in Default; Payment Over of Proceeds Upon Dissolution, Etc. If the Corporation or the Guarantor shall default in the payment of any principal of (or premium, if any) or interest on any of its respective Senior Debt when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise (whether otherwise, then, upon written notice of such default to the Corporation by the holders of Senior Debt or not acceleration is declared)any trustee therefor, or if any judicial proceeding with respect to any such payment default is continuing, then unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-set off or otherwise) shall be made or agreed to be made on account of the principal of (or premium, if any) or interest (including any Additional Interest) on any of the Securities or the Guarantees, respectively, or in respect of any redemption, repayment, retirement, purchase or other acquisition of any of the Securities. In the event of (ai) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceedings relating to either of the Corporation or the GuarantorCorporation, its creditors or its property, (bii) any proceeding for the liquidation, dissolution or other winding up of the Corporation or the GuarantorCorporation, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (ciii) any assignment by the Corporation or the Guarantor for the benefit of creditors or (div) any other marshalling of the assets of the Corporation or the Guarantor (each such event, if any, herein sometimes referred to as a "Proceeding"), all Senior Debt of the Corporation or the Guarantor, as the case may be (including any interest thereon accruing after the commencement of any such proceedings), shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any Holder of any of the Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Corporation or the Guarantor or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities and the Guarantees, as the case may be, to the payment of all Senior Debt of the Corporation or the Guarantor, respectively, at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Securities or the Guarantees thereon, as the case may be, of any series shall be paid or delivered directly to the holders of Senior Debt of the Corporation or the Guarantor, respectively, in accordance with the priorities then existing among such holders until all such Senior Debt (including any interest thereon accruing after the commencement of any Proceeding) shall have been paid in full. In the event of any Proceeding, after payment in full of all sums owing with respect to the Corporation's or the Guarantor's Senior Debt, as the case may be, Debt the Holders of Securities, the Securities together with the holders of any obligations of the Corporation or the Guarantor, as the case may be, ranking on a parity with the Securities or the Guarantees, respectively (which for this purpose only shall include the Allocable Amounts of Senior Subordinated Indebtedness), shall be entitled to be paid from the remaining assets of the Corporation or the Guarantor, as the case may be, the amounts at the time due and owing on account of unpaid principal of (and premium, if any) and interest on the Securities or the Guarantees, as the case may be, and such other obligations before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Corporation or the Guarantor, respectively, ranking junior to the Securities or the Guarantees, as the case may be, and such other obligations. If, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of the Corporation or the Guarantor or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities and the Guarantees, as the case may be, to the payment of all Senior Debt of the Corporation or the Guarantor, respectively, at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), shall be received by the Trustee or any Holder in contravention of any of the terms hereof and before all Senior Debt of the Corporation or the Guarantor, as the case may be, shall have been paid in full, such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Debt of the Corporation or the Guarantor, as the case may be, at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Debt of the Corporation or the Guarantor, as the case may be, remaining unpaid, to the extent necessary to pay all such Senior Debt of the Corporation or remaining unpaid, to the Guarantor, as extent necessary to pay all such Senior Debt of the case may be, Corporation in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, distribution or security, each holder of Senior Debt of the Corporation or the Guarantor, as the case may be, is hereby irrevocably authorized to endorse or assign the same. The Trustee and the Holders shall take such action (including, without limitation, the delivery of this Indenture to an agent for the holders of Senior Debt of the Corporation or the Guarantor, as the case may be, or consent to the filing of a financing statement with respect hereto) as may, in the opinion of counsel designated by the holders of a majority in principal amount of the Senior Debt of the Corporation or the Guarantor, as the case may be, at the time outstanding, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions. The provisions of this Section 12.2 13.2 shall not impair any rights, interests, remedies or powers of any secured creditor of the Corporation or the Guarantor in respect of any security interest the creation of which is not prohibited by the provisions of this Indenture. The securing of any obligations of the Corporation or the Guarantor, as the case may be, otherwise ranking on a parity with the Securities or Guarantees, respectively, or ranking junior to the Securities or Guarantees, respectively, shall not be deemed to prevent such obligations from constituting, respectively, obligations ranking on a parity with the Securities or Guarantees, as the case may be, or ranking junior to the Securities or the Guarantees, as the case may beSecurities.

No Payment When Senior Debt in Default; Payment Over of Proceeds Upon Dissolution, Etc. If In the Corporation or event and during the Guarantor shall continuation of any default by the Company in the payment of any principal of (or premium, if any) any premium or interest on any of its respective Senior Debt (following any grace period, if applicable) when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise (whether otherwise, then, upon written notice of such default to the Company by the holders of such Senior Debt or not acceleration is declared)any trustee therefor, or if any judicial proceeding with respect to any such payment default is continuing, then unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of (or premium, if any) any premium or interest (including any Additional Interest) on any of the Securities or the Guarantees, respectivelySecurities, or in respect of any redemption, repayment, retirement, purchase or other acquisition of any of the Securities. In the event of (a) any insolvency, a bankruptcy, receivership, liquidation, reorganization, readjustment, composition insolvency or other similar proceedings relating to either of the Corporation or the Guarantor, its creditors or its property, (b) any proceeding for the liquidation, dissolution or other winding up of the Corporation or the Guarantor, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by the Corporation or the Guarantor for the benefit of creditors or described in clause (d) any other marshalling or (e) of the assets definition of the Corporation or the Guarantor Event of Default (each such event, if any, herein sometimes referred to as a "Proceeding"), all Senior Debt of the Corporation or the Guarantor, as the case may be (including any interest thereon accruing after the commencement of any such proceedings), ) shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any Holder of any of the Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Corporation or the Guarantor Company or any other corporation entity provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities and the Guarantees, as the case may beSecurities, to the payment of all Senior Debt of the Corporation or the Guarantor, respectively, at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Securities or the Guarantees thereon, as the case may be, shall be paid or delivered directly to the holders of Senior Debt of the Corporation or the Guarantor, respectively, in accordance with the priorities then existing among such holders until all such Senior Debt (including any interest thereon accruing after the commencement of any Proceeding) shall have been paid in full. In the event of any Proceeding, after payment in full of all sums owing with respect to the Corporation's or the Guarantor's Senior Debt, as the case may be, the Holders of the Securities, together with the holders of any obligations of the Corporation or the Guarantor, as the case may be, Company ranking on a parity with the Securities or the Guarantees, respectively (which for this purpose only shall include the Allocable Amounts of Senior Subordinated Indebtedness)Securities, shall be entitled to be paid from the remaining assets of the Corporation or the Guarantor, as the case may be, Company the amounts at the time due and owing on account of unpaid principal of (and premium, if any) any premium and interest (including any Additional Interest) on the Securities or the Guarantees, as the case may be, and such other obligations before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Corporation or the Guarantor, respectively, Company ranking junior to the Securities or the Guarantees, as the case may be, and such other obligations. If, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of the Corporation or the Guarantor Company or any other corporation entity provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities and the Guarantees, as the case may beSecurities, to the payment of all Senior Debt of the Corporation or the Guarantor, respectively, at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), ) shall be received by the Trustee or any Holder in contravention of any of the terms hereof and before all Senior Debt of the Corporation or the Guarantor, as the case may be, shall have been paid in full, such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Debt of the Corporation or the Guarantor, as the case may be, at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Debt of the Corporation or the Guarantor, as the case may be, remaining unpaid, to the extent necessary to pay all such Senior Debt (including any interest thereon accruing after the commencement of the Corporation or the Guarantor, as the case may be, any Proceeding) in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, distribution or security, each holder of Senior Debt of the Corporation or the Guarantor, as the case may be, is hereby irrevocably authorized to endorse or assign the same. The Trustee and the Holders Holders, at the expense of the Company, shall take such reasonable action (including, without limitation, including the delivery of this Indenture to an agent for the any holders of Senior Debt of the Corporation or the Guarantor, as the case may be, or consent to the filing of a financing statement with respect hereto) as may, in the opinion of counsel designated by the holders of a majority in principal amount of the Senior Debt of the Corporation or the Guarantor, as the case may be, at the time outstanding, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions. The provisions of this Section 12.2 shall not impair any rights, interests, remedies or powers of any secured creditor of the Corporation or the Guarantor Company in respect of any security interest the creation of which is not prohibited by the provisions of this Indenture. The securing of any obligations of the Corporation or the Guarantor, as the case may beCompany, otherwise ranking on a parity with the Securities or Guarantees, respectively, or ranking junior to the Securities or Guarantees, respectivelySecurities, shall not be deemed to prevent such obligations from constituting, respectively, obligations ranking on a parity with the Securities or Guarantees, as the case may be, or ranking junior to the Securities or the Guarantees, as the case may beSecurities.

No Payment When Senior Debt in Default; Payment Over of Proceeds Upon Dissolution, Etc. If the Corporation or the Guarantor shall default in the payment of any principal of (or premium, if any) or interest on any of its respective Senior Debt when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise (whether otherwise, then, upon written notice of such default to the Corporation or not acceleration is declared)the Guarantor, as the case may be, by the holders of Senior Debt or if any judicial proceeding with respect to any such payment default is continuingtrustee therefor, then unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of (or premium, if any) or interest (including any Additional Interest) on any of the Securities or the Guarantees, respectively, or in respect of any redemption, repayment, retirement, purchase or other acquisition of any of the SecuritiesSecurities or the Guarantees, respectively. In the event of (a) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceedings relating to either of the Corporation or the Guarantor, its creditors or its property, (b) any proceeding for the liquidation, dissolution or other winding up of the Corporation or the Guarantor, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by the Corporation or the Guarantor for the benefit of creditors or (d) any other marshalling of the assets of the Corporation or the Guarantor (each such event, if any, herein sometimes referred to as a "Proceeding"), all Senior Debt of the Corporation or the Guarantor, as the case may be (including any interest thereon accruing after the commencement of any such proceedings), shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any Holder of any of the Securities or the Guarantees, respectively, on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Corporation or the Guarantor or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities and the Guarantees, as the case may be, to the payment of all Senior Debt of the Corporation or the Guarantor, respectively, at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Securities of any series or the Guarantees thereon, as the case may be, shall be paid or delivered directly to the holders of Senior Debt of the Corporation or the Guarantor, respectively, in accordance with the priorities then existing among such holders until all such Senior Debt (including any interest thereon accruing after the commencement of any Proceeding) shall have been paid in full. In the event of any Proceeding, after payment in full of all sums owing with respect to the Corporation's or the Guarantor's Senior Debt, as the case may be, the Holders of Securitiesthe Securities or the Guarantees, together with the holders of any obligations of the Corporation or the Guarantor, as the case may be, ranking on a parity with the Securities or the Guarantees, respectively (which for this purpose only shall include the Allocable Amounts of Senior Subordinated Indebtedness), shall be entitled to be paid from the remaining assets of the Corporation or the Guarantor, as the case may be, the amounts at the time due and owing on account of unpaid principal of (and premium, if any) and interest on the Securities or the Guarantees, as the case may be, and such other obligations before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Corporation or the Guarantor, respectively, ranking junior to the Securities or the Guarantees, as the case may be, and such other obligations. If, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of the Corporation or the Guarantor or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities and the Guarantees, as the case may be, to the payment of all Senior Debt of the Corporation or the Guarantor, respectively, at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), shall be 82 received by the Trustee or any Holder in contravention of any of the terms hereof and before all Senior Debt of the Corporation or the Guarantor, as the case may be, shall have been paid in full, such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Debt of the Corporation or the Guarantor, as the case may be, at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Debt of the Corporation or the Guarantor, as the case may be, remaining unpaid, to the extent necessary to pay all such Senior Debt of the Corporation or the Guarantor, as the case may be, remaining unpaid, to the extent necessary to pay all such Senior Debt of the Corporation or the Guarantor, as the case may be, in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, distribution or security, each holder of Senior Debt of the Corporation or the Guarantor, as the case may be, is hereby irrevocably authorized to endorse or assign the same. The Trustee and the Holders shall take such action (including, without limitation, the delivery of this Indenture to an agent for the holders of Senior Debt of the Corporation or the Guarantor, as the case may be, or consent to the filing of a financing statement with respect hereto) as may, in the opinion of counsel designated by the holders of a majority in principal amount of the Senior Debt of the Corporation or the Guarantor, as the case may be, at the time outstanding, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions. The provisions of this Section 12.2 13.2 shall not impair any rights, interests, remedies or powers of any secured creditor of the Corporation or the Guarantor in respect of any security interest the creation of which is not prohibited by the provisions of this Indenture. The securing of any obligations of the Corporation or the Guarantor, as the case may be, otherwise ranking on a parity with the Securities or Guarantees, respectively, or ranking junior to the Securities or Guarantees, respectively, shall not be deemed to prevent such obligations from constituting, respectively, obligations ranking on a parity with the Securities or Guarantees, as the case may be, or ranking junior to the Securities or the Guarantees, as the case may be.